SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event) December 5, 2002
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BELDEN & BLAKE CORPORATION
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(Exact name of registrant as specified in its charter)
Ohio 0-20100 34-1686642
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
5200 Stoneham Road, North Canton, Ohio 44720
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(Address of principal executive offices) (Zip Code)
(330) 499-1660
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Registrant's telephone number, including area code
ITEM 5. OTHER EVENTS
On December 10, 2002, Belden & Blake Corporation (the "Company") sold
962 oil and natural gas wells in New York and Pennsylvania. The sale included
substantially all of the Company's Medina formation wells in New York and a
smaller number of Pennsylvania Medina wells. The sale resulted in proceeds of
approximately $16.2 million. On December 10, 2002, the Company received $15.5
million in cash with an additional amount of approximately $700,000 to be
received subject to preferential purchase rights. The proceeds were used to pay
down the Company's revolving credit facility. The Company expects to record a
pre-tax loss of $2 million to $3 million on the transaction, subject to final
purchase price adjustment accounting.
The wells sold had proved developed reserves using SEC pricing
parameters of approximately 19.5 Bcfe (billion cubic feet equivalent) and proved
undeveloped reserves of approximately 3.6 Bcfe. At October 1, 2002, the
Company's net production from these wells was approximately 4.2 Mmcfe (million
cubic feet equivalent) of natural gas per day.
On December 5, 2002, the Company amended its $100 million revolving
credit facility ("the Revolver"). The amendment extended the Revolver's final
maturity date to December 31, 2005, from April 22, 2005, increased the letter of
credit sub-limit from $30 million to $40 million and permitted the Company to
enter into the transaction to sell, transfer and assign oil and gas properties
consisting of 962 wells in New York and Pennsylvania.
The Revolver, as amended, is subject to certain financial covenants.
These include a quarterly senior debt interest coverage ratio of 3.2 to 1
extended through September 30, 2005; and a senior debt leverage ratio of 2.7 to
1 extended through September 30, 2005. The amendment extended the early
termination fee, equal to .125% of the Revolver, through December 31, 2004.
There is no termination fee after December 31, 2004.
On December 13, 2002, the Company made the semiannual interest payment
totaling $11.1 million on its Senior Subordinated Notes. At December 16, 2002,
the outstanding balance under the credit agreement was $29.4 million, there were
$17.3 million of outstanding letters of credit and $53.3 million of borrowing
capacity was available for general corporate purposes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 19, 2002 BELDEN & BLAKE CORPORATION
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By: /s/ Robert W. Peshek
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Robert W. Peshek, Vice President
and Chief Financial Officer